AMETEK, Zygo enter into definitive merger agreement

AMETEK, Inc. (NYSE: AME) and Zygo Corporation (NASDAQ: ZIGO) announced that they have entered into a definitive merger agreement under which AMETEK will acquire all of the outstanding shares of common stock of Zygo at a purchase price of $19.25 per share in cash, which represents a premium of 31% to Zygo's closing share price on April 10, 2014. The aggregate enterprise value of the transaction is approximately $280 million, taking into account Zygo's outstanding equity awards and net cash to be acquired in the transaction. The transaction was unanimously approved by the Board of Directors of Zygo.

Founded in 1970 and headquartered in Middlefield, CT, Zygo is a leading provider of optical metrology solutions, high precision optics, and optical assemblies for use in a wide range of scientific, industrial, and medical applications. For the calendar year ended December 31, 2013, Zygo had sales of approximately $162 million.

"Zygo is an excellent acquisition for AMETEK. We are excited about the opportunity to acquire such a strong brand and technology leader," comments Frank S. Hermance, AMETEK Chairman and Chief Executive Officer. "Zygo's leading position in non-contact optical metrology nicely complements our strength in contact metrology and enables us to offer our customers a full range of metrology solutions."

"We believe this transaction creates significant value for Zygo stockholders and I am excited for the opportunity this transaction represents for our customers and employees," said Gary Willis, Chief Executive Officer of Zygo. "We look forward to joining the outstanding team at AMETEK, which shares our focus on delivering exceptional metrology and high end optics solutions to our global customers."

The closing of the transaction is subject to customary closing conditions, including the approval of Zygo's stockholders and applicable regulatory approvals. The transaction is expected to be completed towards the end of the second quarter of calendar 2014. MAK Capital One LLC, a financial investment advisory firm controlled by Michael A. Kaufman, the Chairman of the Board of Zygo, which beneficially owns approximately 23.6% of the outstanding shares of Zygo, as well as Mr. Willis, have agreed to vote their shares of Zygo common stock in favor of the merger.

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